Strive Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated September 22, 2025, between Strive, Inc. (the “Company”) and Semler Scientific, Inc., the Board of Directors of the Company (the “Board of Directors”) approved certain amendments to the Amended and Restated Articles of Incorporation of the Company (the “Amended and Restated Articles of Incorporation”) and the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”) to remove the maximum number of directors comprising the Board of Directors, effective as of December 31, 2025.
A majority of the stockholders of the Company, by written consent dated October 8, 2025, approved a Certificate of Amendment (as amended, the “Certificate of Amendment”) to the Amended and Restated Articles of Incorporation of the Company, to remove the maximum number of directors comprising the Board of Directors, effective as of December 31, 2025.
Prior to these amendments, the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws each provided that the maximum number of directors on the Board of Directors shall be 11 directors.
The foregoing summaries of the Certificate of Amendment and the Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the complete texts of such documents, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment, dated October 8, 2025, and Certificate of Correction, dated October 13, 2025, to the Amended and Restated Articles of Incorporation of Strive, Inc., as filed with the Secretary of State of the State of Nevada | |
| 3.2 | Amended and Restated Bylaws of Strive, Inc. (effective December 31, 2025) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 14, 2025 | Strive, Inc. |
| /s/ Matthew Cole | |
| Name: Matthew Cole | |
| Title: Chief Executive Officer |